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EXHIBIT 99(d)(2)
TENDER AND STOCKHOLDER SUPPORT AGREEMENT
TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of October 25, 2000
(the "Agreement"), by and among Telelogic AB, a company organized under the laws
of Sweden ("Purchaser"), Raindrop Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Purchaser ("Merger Sub"), and the
parties listed on Annex A hereto (each, a "Stockholder" and, collectively, the
"Stockholders").
RECITALS
WHEREAS, Purchaser, Merger Sub and Continuus Software Corporation, a
Delaware corporation (the "Company"), propose to enter into an Agreement and
Plan of Merger, dated as of October 25, 2000 (as the same may be amended or
supplemented from time to time, the "Merger Agreement"), which provides, among
other things, that Merger Sub will make a cash tender offer (the "Offer") for
all of the outstanding capital stock of the Company and, after expiration of the
Offer, will merge with and into the Company (the "Merger"), in each case upon
the terms and subject to the conditions in the Merger Agreement (with all
capitalized terms used but not defined herein having the meanings set forth in
the Merger Agreement);
WHEREAS, each Stockholder owns the number of shares of common stock,
par value $0.001 per share, of the Company (the "Common Stock") set forth
opposite his or its name on Annex A hereto (such shares of Common Stock,
together with any other shares of capital stock of the Company acquired (whether
beneficially or of record) by such Stockholder after the date hereof and during
the term of this Agreement, including any shares acquired by means of purchase,
dividend or distribution, or issued upon the exercise of any warrants or
options, and the conversion of any convertible securities or otherwise being
collectively referred to herein as, the "Subject Shares");
WHEREAS, as a condition to the willingness of Purchaser and Merger Sub
to enter into the Merger Agreement and make the Offer, Purchaser has required
that each Stockholder agree and, in order to induce Purchaser and Merger Sub to
enter into the Merger Agreement, each Stockholder has agreed, to enter into this
Agreement.
NOW, THEREFORE, to induce Purchaser and Merger Sub to enter into, and
in consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and agreements
contained herein, the parties agree as follows:
1. Representations and Warranties of Each Stockholder. Each Stockholder
hereby, severally and not jointly, represents and warrants to Purchaser and
Merger Sub as of the date hereof in respect of himself or itself as follows:
(a) Organization. To the extent applicable, such Stockholder is a
corporation, partnership or limited liability company, duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its organization.
(b) Authority. Such Stockholder has the legal capacity and all
requisite power and authority to execute and deliver this Agreement and to
perform his or its obligations and consummate the transactions contemplated
hereby. To the extent
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applicable, the execution, delivery and performance by such Stockholder of
this Agreement and the consummation by it of the transactions contemplated
hereby have been duly and validly authorized by such Stockholder (or its
Board of Directors or similar governing body, as applicable) and no other
action or proceedings on the part of such Stockholder are necessary to
authorize the execution and delivery by it of this Agreement and the
consummation by it of the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by the Stockholder, and
constitutes a valid and binding obligation of the Stockholder enforceable
in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.
(c) The Subject Shares. Except as set forth on Annex A hereto, the
Stockholder is the record and beneficial owner of, and has good and
marketable title to, the Subject Shares set forth opposite his or its name
on Annex A hereto, free and clear of any and all Encumbrances. The
Stockholder does not own, of record or beneficially, any shares of capital
stock of the Company (or rights to acquire any such shares) other than the
Subject Shares set forth opposite his or its name on Annex A hereto. Except
as set forth on Annex A hereto, the Stockholder has the sole right to vote,
sole power of disposition, sole power to issue instructions with respect to
the matters set forth in Sections 3, 4 and 5 hereof, sole power of
conversion, sole power to demand appraisal rights and sole power to agree
to all of the matters set forth in this Agreement, in each case with
respect to all of such Stockholder's Subject Shares, with no material
limitations, qualification or restrictions on such rights, subject to
applicable federal securities laws and the terms of this Agreement.
(d) No Conflicts. Except for (i) the filings provided for in Section
2.3 of the Merger Agreement and the filings required under the Exchange Act
and the Securities Act, (ii) the filings required under the HSR Act, and
any other applicable law governing antitrust or competition matters, and
any Consents required or permitted to be obtained pursuant to any Foreign
Antitrust Laws, (iii) the applicable requirements of state securities,
takeover or Blue Sky laws, and (iv) such notifications, filings,
authorizing actions, orders and approvals as may be required under other
laws, (A) no material filing with, and no material permit, authorization,
consent or approval of, any state, federal or foreign public body or
authority is necessary for the execution of this Agreement by such
Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby, (B) the execution and delivery of this Agreement by
such Stockholder do not, and the consummation by him or it of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, or result in any violation of, or breach or default
(with or without notice or lapse of time or both) under (1) to the extent
applicable, any provisions of the organizational documents of such
Stockholder, (2) any provision of any material trust, loan or credit
agreement, note, bond, mortgage, indenture, guarantee, lease, license,
contract or other agreement to which he or it is a party or by which he or
it is bound, or (3) any material franchise, judgment, order, writ,
injunction, notice, decree, statute, law, ordinance, rule or regulation
applicable to the Stockholder or his or its property or assets, and (C) the
execution and delivery of this Agreement by the
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Stockholder do not, and the consummation by him or it of the transactions
contemplated hereby will not, violate any material laws applicable to such
Stockholder.
2. Representations and Warranties of Purchaser and Merger Sub. Each of
Purchaser and Merger Sub hereby, jointly and severally, represents and warrants
to each Stockholder as of the date hereof as follows:
(a) Organization. Each of Purchaser and Merger Sub is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization.
(b) Authority. Each of Purchaser and Merger Sub has the requisite
corporate power and authority to execute and deliver this Agreement and to
perform its respective obligations and consummate the transactions
contemplated hereby. The execution, delivery and performance by Purchaser
and Merger Sub of this Agreement and the consummation by them of the
transactions contemplated hereby, have been duly and validly authorized by
the Board of Directors of Purchaser and Merger Sub and no other corporate
or other action or proceedings on the part of Purchaser and Merger Sub are
necessary to authorize the execution and delivery by them of this Agreement
and the consummation by them of the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by Purchaser and
Merger Sub, and constitutes a valid and binding obligation of Purchaser and
Merger Sub enforceable in accordance with its terms, subject to the effects
of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.
(c) No Conflicts. Except for (i) the filings provided for in Section
2.3 of the Merger Agreement and the filings required under the Exchange Act
and the Securities Act, (ii) the filings required under the HSR Act, and
any other applicable law governing antitrust or competition matters, and
any Consents required or permitted to be obtained pursuant to the laws of
any Foreign Antitrust Laws, (iii) the applicable requirements of state
securities, takeover or Blue Sky laws, and (iv) such notifications,
filings, authorizing actions, orders and approvals as may be required under
other laws, (A) no material filing with, and no material permit,
authorization, consent or approval of, any state, federal or foreign public
body or authority is necessary for the execution of this Agreement by
Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub
of the transactions contemplated hereby, (B) the execution and delivery of
this Agreement by Purchaser and Merger Sub do not, and the consummation by
them of the transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of, or breach or
default (with or without notice or lapse of time or both) under (1) the
charter documents of Purchaser or Merger Sub, (2) any provision of any
trust, loan or credit agreement, note, bond, mortgage, indenture,
guarantee, lease, license, contract or other agreement to which Purchaser
or Merger Sub is a party or by which it is bound, or (3) any franchise,
judgment, order, writ, injunction, notice, decree, statute, law, ordinance,
rule or regulation applicable to Purchaser or Merger Sub or their
respective properties or assets, and (C) the execution and delivery of this
Agreement by
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Purchaser and Merger Sub do not, and the consummation by them of the
transactions contemplated hereby will not, violate any laws applicable to
Purchaser or Merger Sub, except in the case of clauses (B)(2), (B)(3) and
(C) above, for any such conflicts, violations, breaches or defaults that
would not have a material adverse effect on the ability of Purchaser or
Merger Sub to consummate the transactions contemplated hereby.
3. Tender of Subject Shares.
(a) Purchaser and Merger Sub jointly and severally agree subject to
the conditions of the Offer set forth in Exhibit A to the Merger Agreement
and the other terms and conditions of the Merger Agreement, that (i) Merger
Sub will commence the Offer within five Business Days after Purchaser and
the Company issue a public announcement of the execution of the Merger
Agreement and (ii) Merger Sub will accept for payment, purchase and pay
for, in accordance with the terms of the Offer and the Merger Agreement,
all shares of Common Stock tendered pursuant to the Offer.
(b) Each Stockholder agrees (i) to tender the Subject Shares (other
than the Subject Shares referred to in Section 3(c) below) into the Offer
promptly, and in any event no later than the fifth Business Day following
the commencement of the Offer, or, if any Stockholder has not received the
Offer Documents by such time, within two Business Days following receipt of
such documents but in any event prior to the date of expiration of such
Offer, in each case, free and clear of any Encumbrances except those
arising from this Agreement and (ii) not to withdraw any Subject Shares so
tendered. Subject to Section 3(c) below, if any Stockholder acquires
Subject Shares after the date hereof, such Stockholder shall tender (or
cause the record holder to tender) such Subject Shares on or before such
fifth Business Day or, if later, on or before the second Business Day after
such acquisition. Each Stockholder acknowledges and agrees that Purchaser's
and Merger Sub's obligation to accept for payment and pay for the Subject
Shares in the Offer is subject to the terms and conditions of the Offer.
(c) Each Stockholder agrees, if reasonably requested in writing by
the Purchaser, (i) to exercise prior to the date of expiration of the Offer
each stock option held by it that has a per share exercise price equal to
or less than the Offer Consideration; (ii) to tender the Subject Shares
issued upon exercise of such stock options into the Offer prior to the date
of expiration of the Offer, in each case, free and clear of any
Encumbrances except those arising from this Agreement and (iii) not to
withdraw any Subject Shares so tendered.
(d) Subject to Section 3(a)(ii), each Stockholder will receive the
same Offer Consideration received by other stockholders of the Company in
the Offer with respect to Subject Shares tendered by him or it in the
Offer. In the event that, notwithstanding the provisions of the first
sentence of Section 3(b) and Section 3(c), any Subject Shares are for any
reason withdrawn from the Offer, such Subject Shares will remain subject to
the terms of this Agreement.
(e) Each Stockholder hereby agrees to permit Purchaser to publish
and disclose in the Offer Documents and, if approval of the stockholders of
the Company is
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required under applicable law, the Proxy Statement (including all documents
and schedules filed with the SEC), his or its identity and ownership of
Common Stock and the nature of such Stockholder's commitments, arrangements
and understandings under this Agreement.
4. Agreement to Vote. Each Stockholder, severally and not jointly,
agrees that:
(a) At any meeting of stockholders of the Company called to vote
upon the Merger Agreement and the transactions contemplated thereby,
however called, or at any adjournment thereof or in connection with any
written consent of the holders of Common Stock or in any other
circumstances upon which a vote, consent or other approval with respect to
the Merger Agreement and the transactions contemplated thereby is sought,
the Stockholder shall be present (in person or by proxy) and shall vote (or
cause to be voted) all Subject Shares then held of record or beneficially
owned by such Stockholder in favor of the Merger and the Merger Agreement
and the transactions contemplated thereby.
(b) At any meeting of stockholders of the Company, however called,
or at any adjournment thereof or in connection with any written consent of
the holders of Common Stock or in any other circumstances upon which a
vote, consent or other approval is sought, the Stockholder shall vote (or
cause to be voted) all Subject Shares then held of record or beneficially
owned by such Stockholder against any action or agreement (other than the
Merger Agreement or the transactions contemplated thereby) that would
impede, interfere with, delay, postpone or attempt to discourage the
Merger, the Offer or the other transactions contemplated by this Agreement
and the Merger Agreement, including, but not limited to: (i) any
Acquisition Proposal; (ii) any action that is likely to result in a breach
in any respect of any representation, warranty, covenant or any other
obligation or agreement of the Company under the Merger Agreement or result
in any of the conditions set forth in Exhibit A to the Merger Agreement not
being fulfilled; (iii) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company
and its Subsidiaries; (iv) a sale, lease or transfer of a material amount
of assets of the Company and its Subsidiaries or a reorganization,
recapitalization, dissolution, winding up or liquidation of the Company and
its Subsidiaries; (v) any change in the board of directors of the Company,
except as otherwise agreed to in writing by Purchaser; (vi) any material
change in the present capitalization or dividend policy of the Company; or
(vii) any other material change in the Company's corporate structure,
business, certificate of incorporation or by-laws.
(c) Each of the Stockholders hereby irrevocably grants to, and
appoints Xxxxxx Xxxxxxx and Xxxxx Xxxxx, or either of them, in their
respective capacities as officers or directors of Purchaser, and any
individual who shall hereafter succeed to any such office or directorship
of Purchaser, and each of them individually, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name,
place and stead of such Stockholder, to vote the Subject Shares in favor of
the Merger, the Merger Agreement and the transactions contemplated thereby,
against any Acquisition Proposal and as otherwise contemplated by this
Section 4. Each of the
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Stockholders represents that any proxies heretofore given in respect of the
Subject Shares are not irrevocable, and that any such proxies are hereby
revoked.
(d) Each of the Stockholders understands and acknowledges that
Purchaser and Merger Sub are entering into the Merger Agreement in reliance
upon each of the Stockholders' execution and delivery of this Agreement.
Each of the Stockholders hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholders under this Agreement. Each of
the Stockholders hereby further affirms that the irrevocable proxy is
coupled with an interest. Such irrevocable proxy is executed and intended
to be irrevocable in accordance with the provisions of Section 212(e) of
the Delaware General Corporation Law.
5. Restriction on Transfer. Each Stockholder agrees not (a) to sell,
transfer, pledge, encumber, assign or otherwise dispose of (collectively,
"Transfer"), or enter into any contract, option or other arrangement or
understanding with respect to the Transfer by such Stockholder of, any of the
Subject Shares or offer any interest in any thereof to any Person other than
pursuant to the terms of the Offer, the Merger or this Agreement, (b) to enter
into any voting arrangement or understanding, whether by proxy, power of
attorney, voting agreement, voting trust or otherwise with respect to the
Subject Shares, or (c) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or incorrect in any
material respect or have the effect of preventing or disabling such Stockholder
from performing its obligations under this Agreement.
6. No Solicitation of Acquisition Proposals. Each Stockholder shall
not, and shall not authorize, permit or cause any of its employees, agents and
representatives (including the Financial Advisor or any investment banker,
attorney or accountant retained by the Company or any of its Subsidiaries) to,
directly or indirectly, (i) initiate, solicit, or otherwise encourage any
inquiries or the making of any proposal or offer with respect to an Acquisition
Proposal or (ii) initiate or engage in any negotiations concerning, or provide
any confidential information or data to, or have any discussions with, any
person or entity relating to an Acquisition Proposal, whether made before or
after the date of this Agreement, or otherwise facilitate any effort or attempt
to make or implement or consummate an Acquisition Proposal. Each Stockholder
shall immediately communicate to Purchaser, to the same extent as is required by
the Company pursuant to Section 8.10(c) of the Merger Agreement, the terms, and
other information concerning, any proposal, discussion, negotiation or inquiry
and the identity of the party making such proposal or inquiry which such
Stockholder may receive in respect of any such Acquisition Proposal. Any action
taken or omitted to be taken by the Company or any member of the Board of
Directors of the Company, including any action taken by the Stockholder, in
accordance with Section 8.10(b) of the Merger Agreement shall be deemed not to
violate this Section 6.
7. Further Assurances. Upon the terms and subject to the conditions
hereof and of the Merger Agreement and the Offer, each of the parties hereto
shall use its reasonable best efforts to take, or cause to be taken, all
appropriate action, and to do or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement. Without limiting the
foregoing, each party hereto will, from time to time and without further
consideration, execute and deliver,
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or cause to be executed and delivered, such additional or further consents,
documents and other instruments and shall take all such other action as any
other party may reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement, including (a) vesting good
title to the Subject Shares in Merger Sub and (b) using its reasonable best
efforts to obtain all consents and approvals of governmental authorities and
parties to contracts as are necessary for the consummation of the transactions
contemplated by this Agreement. Without in any way limiting the foregoing, the
relevant Stockholder shall, as soon as practicable but in no event later than
the date on which such Stockholder is obligated to tender his or its Subject
Shares pursuant to Section 3(b) or Section 3(c), obtain the release of the
Encumbrances set forth on Annex A hereto.
8. Termination. Except for Section 10 (and Sections 7 and 11 through 15
to the extent they relate thereto), which shall terminate in accordance with the
terms set forth therein, this Agreement, and all obligations, agreements and
waivers hereunder, will terminate and be of no further force and effect on the
earlier of: (a) 75 days after the date the Merger Agreement is terminated in
accordance with its terms; and (b) the Effective Time; provided, however, that
nothing herein shall relieve any party from liability for any breach hereof.
9. Waiver of Appraisal and Dissenter's Rights. Each Stockholder waives
and agrees not to exercise any rights of appraisal or rights to dissent from the
Merger that such Stockholder may have with respect to such Stockholder's Subject
Shares.
10. Stockholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director or officer of the Company makes any
agreement or understanding herein in his capacity as such director or officer.
Each Stockholder signs solely in its capacity as the record holder and
beneficial owner of such Stockholder's Subject Shares and nothing herein shall
limit or affect any actions taken by any Stockholder in his capacity as an
officer or director of the Company to the extent specifically permitted by the
Merger Agreement. This Section shall survive termination of this Agreement.
11. Purchaser Guarantee. Purchaser hereby guarantees the due
performance of any and all obligations and liabilities of Merger Sub under or
arising out of this Agreement and the Merger Agreement and the Offer and the
transactions contemplated hereby and thereby.
12. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to the remedy of specific
performance of such provisions and to an injunction or injunctions and/or such
other equitable relief as may be necessary to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
federal or state court located in San Francisco, California, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit such party to the
personal jurisdiction of any federal or state court located in San Francisco,
California in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (b) agrees that such party will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, and (c) agrees that such party will not bring any action
relating to this Agreement or the transactions
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contemplated hereby in any court other than a federal or state court sitting in
San Francisco, California.
13. Stop Transfer Order; Legend. In furtherance of this Agreement,
concurrently herewith, each Stockholder shall, and hereby does authorize the
Company or its counsel to, notify the Company's transfer agent that there is a
stop transfer order with respect to all of the Subject Shares (and that this
Agreement places limits on the voting and transfer of such shares). If requested
by Purchaser, each Stockholder agrees as promptly as is reasonably practicable
to apply a legend to all certificates representing the Subject Shares referring
to any and all rights granted to Purchaser by this Agreement; provided that, no
such legend shall restrict the transfer of the Subject Shares if such transfer
is made pursuant to the Offer.
14. Adjustments to Prevent Dilution, Etc. In the event of a stock
dividend or distribution, or any change in the Company's Common Stock by reason
of any stock dividend, split-up, reclassification, recapitalization,
combination, exchange of shares or the like, the term "Subject Shares" shall be
deemed to refer to and include the Subject Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Subject Shares may be changed or exchanged. In such event, the amount to be
paid per share by Purchaser shall be proportionately adjusted.
15. General Provisions.
(a) Amendments. This Agreement may not be modified, altered,
supplemented or amended except by an instrument in writing signed by each
of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to Purchaser or Merger Sub
in accordance with Section 11.2 of the Merger Agreement and to the
Stockholders at their respective addresses set forth in Annex A hereto (or
to such other address as any party may have furnished to the other parties
in writing in accordance herewith).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that each party need not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including, without limitation, the documents and instruments referred to
herein), (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof and (ii)
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is not intended to confer upon any person or entity other than the parties
hereto any rights or remedies hereunder.
(f) Binding Agreement. This Agreement and the obligations hereunder
shall attach to the Subject Shares and shall be binding upon the parties
and any person or entity to which legal or beneficial ownership of the
Subject Shares shall pass, whether by operation of law or otherwise,
including, without limitation, any Stockholder's administrators or
successors. Notwithstanding any transfer of Subject Shares, the transferor
shall remain liable for the performance of all obligations of the
transferor under this Agreement.
(g) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
reference to the conflict of laws principles thereof.
(h) Costs and Expenses. All costs and expenses incurred in
connection with this Agreement and the consummation of the transactions
contemplated hereby shall be paid by the party incurring such expenses.
(i) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of Stockholder or Merger
Sub and Purchaser, as the case may be, provided that Merger Sub or
Purchaser may assign, in its respective sole discretion, its rights and
obligations hereunder to any direct or indirect subsidiary of Purchaser.
(j) Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction such invalidity, illegality or unenforceability will not
affect any other provision or portion of any provision in such
jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision
or portion of any provision had never been contained herein.
(k) Multiple Stockholders. All representations, warranties,
covenants and agreements of the Stockholders in this Agreement are several
and not joint, and solely relate to matters involving the subject
Stockholder and not the other Stockholders.
[Signature Pages Follow]
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IN WITNESS WHEREOF, Purchaser, Merger Sub and each Stockholder
have caused this Agreement to be signed by their respective officer thereunto
duly authorized as of the date first written above.
PURCHASER:
TELELOGIC AB
By: /s/ XXXXXX XXXXXXX
-------------------------------------
Xxxxxx Xxxxxxx
President and Chief Executive Officer
MERGER SUB:
RAINDROP ACQUISITION CORPORATION
By: /s/ XXXXXX XXXXXXX
-------------------------------------
Xxxxxx Xxxxxxx
President and Chief Executive Officer
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STOCKHOLDERS
/s/ XXXX X. XXX
-----------------------------------------
Xxxx X. Xxx
THE MELITA COMPANY LLC
By: /s/ XXXX X. XXX
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Xxxx X. Xxx, Managing Partner
/s/ XXXXX X. XXXX
-----------------------------------------
Xxxxx X. Xxxx
NORWEST EQUITY PARTNERS IV
By: /s/ XXXXX X. XXXX
-------------------------------------
Xxxxx X. Xxxx, General Partner
NORWEST EQUITY PARTNERS V
By: /s/ XXXXX X. XXXX
-------------------------------------
Xxxxx X. Xxxx, General Partner
/s/ XXXXXX X. XXXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXXX XXXXXX
-----------------------------------------
Xxxxx XxXxxx
/s/ A. XXXXX XXXXXXX
-----------------------------------------
A. Xxxxx Xxxxxxx
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/s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
XXXXXXX X. XXXXXXXX TRUST, DATED
FEBRUARY 10, 1995
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, Trustee
BRENTWOOD ASSOCIATES, VI, L.P.
By: Brentwood VI Ventures L.P.
Its General Partner
By: /s/ G. XXXXXXXX XXXXX
-------------------------------------
G. Xxxxxxxx Xxxxx
Its General Partner
/s/ XXXX VAN DEN XXXX
-----------------------------------------
Xxxx Van Den Xxxx
/s/ XXXX X. XXXX
-----------------------------------------
Xxxx X. Xxxx
/s/ XXX XXXXXXX
-----------------------------------------
Xxx Xxxxxxx
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THE XXX XXXXXXX ANNUITY TRUST
By: /s/ XXX XXXXXXX
-------------------------------------
Xxx Xxxxxxx, Trustee
THE XXX XXXXXXX FAMILY TRUST
By: /s/ XXX XXXXXXX
-------------------------------------
Xxx Xxxxxxx, Trustee
THE XXXXXX XXXXXX XXXXXXX ANNUITY TRUST
By: /s/ XXX XXXXXXX
-------------------------------------
Xxx Xxxxxxx, Trustee
By: /s/ XXXXXX XXXXXXX
-------------------------------------
Xxxxxx Xxxxxxx, Trustee
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ANNEX A
OPTIONS TO
SHARES OF ACQUIRE SHARES
NAME COMMON STOCK OF COMMON STOCK*
---- ---------------------- ----------------
Brentwood Associates VI L.P. 650,226
The Xxxxxx Xxxxxx Xxxxxxx Annuity Trust 90,325
The Xxx Xxxxxxx Annuity Trust 94,325
The Xxx Xxxxxxx Family Trust 212,654 50,708
Norwest Equity Partners IV 1,029,048
Norwest Equity Partners V 774,303
Xxxxx X. Xxxx 0 43,302
Xxxx X. Xxx 0 58,208
The Melita Company, LLC 662,109
Xxxxxxx X. Xxxxxxxx, Trustee U/A, dated
Feb. 10, 1995 3,537
Xxxxxxx X. Xxxxxxxx 0 43,302
A. Xxxxx Xxxxxxx 0 25,000
Xxxx X. Xxxx 125,000 619,654
Xxxxxx Xxxxxxx 75,000 232,076
Xxxxxxx X. Xxxxxxx 65,000 209,528
Xxxxx XxXxxx 75,000 246,510
Xxxx Van Den Xxxx 30,000 169,245
* Includes both vested and non-vested options
A-1
